B. Braun General Terms and Conditions of Purchase

This Order is for the purchase and sale of the Articles described herein and is Buyer's offer to Supplier. If this Order is not rejected in its entirety by Supplier in writing within five business days, this Order, including all of the terms and conditions contained herein, shall be deemed accepted by Supplier, and shall constitute a firm contract on the terms and conditions hereof. This Order is subject to the following terms and conditions and no others, unless there is a signed agreement specifically to that effect between the Parties.

This Order shall not be filled at prices higher than those last quoted or charged to Buyer or as specified herein unless otherwise agreed in writing. No additional charges for boxing, packing, crating or cartage will be honored unless specifically provided for in this Order. Supplier warrants that the prices charged Buyer for this Order are, and at all times during completion of this Order will be, no higher than those prices charged by Supplier to others for similar Articles. If Supplier breaches this warranty, the prices of the Articles shall be reduced accordingly retroactively to date of such breach.

In order to avoid the withholding by Supplier of applicable taxes, Buyer will provide Supplier with a copy of its tax exemption certificate.

Payment and agreed upon cash discount periods shall commence with the date of receipt of invoice or receipt of shipment, whichever is later. Prompt payment shall be without prejudice to Buyer's rights and will be in accordance with the terms stated on the face of this Order.

Shipments must equal exact amounts ordered. Unless otherwise agreed in writing, Articles shipped in excess of quantities ordered may be returned at Supplier's expense.

If delivery dates cannot be met, Supplier must inform Buyer in writing immediately and provide Supplier's best alternative delivery date for Buyer's consideration. The dates of delivery and quantities herein specified are of the essence of this Order and deliveries must be made within the time specified. If deliveries or quantities will not be made as required in this Order, Buyer may cancel this Order in whole or in part, purchase elsewhere, and hold Supplier accountable therefor.

Risk of loss or damage to the Articles shall be with Supplier until the Articles have been delivered to and accepted by Buyer, notwithstanding any other terms contained herein.

In those circumstances wherein freight costs are assumed by Buyer, and the freight rate is dependant upon the value of the Articles shipped, Supplier shall include in the released valuation clause on the bill-of-lading the statement that the agreed, or declared value is not in excess of $0.50 per pound.

The Articles shall be packed and shipped by Supplier in accordance with Buyer's instructions and good commercial practice and so as to insure that no damage shall result from weather, transportation, or otherwise. To facilitate receiving and storage at Buyer's warehouses, Supplier will tag and/or mark each piece, box, crate, shipping document, etc. Shipments not in accord with applicable tagging requirements may, at the discretion of Buyer, be subject to return at Supplier's cost.

Buyer shall have the right, from time to time, by written Order, to make changes to packing, testing, destination, specifications, designs and delivery schedule. In addition, Buyer shall have the right, on thirty (30) days' written notice, to cancel, postpone or reduce any balance not shipped on this Order without any liability for that unshipped balance. If such changes cause an increase or decrease in the amount due under this Order or in the time required for delivery, an equitable adjustment shall be made, and the Order shall be modified in writing.

All Articles delivered will be subject to inspection and approval before acceptance by Buyer. Buyer reserves the right to reject any Article that is defective, that does not fulfill the specifications of this Order, or that does not meet the delivery requirements, and (1) to return rejected Articles to Supplier at Supplier's risk and expense for full credit at the Order price, without prejudice to any right to damages, for such breach, (2) to require Supplier at Supplier's expense to replace rejected Articles at the unit price of this Order, (3) to consider this Order breached as to the rejected quantity and canceled as to any unfilled portion of this Order, and to hold Supplier fully liable for such breach and cancellation, and/or (4) Buyer may rework rejected Articles and Supplier agrees to reimburse Buyer for the entire cost of such rework.

When Buyer's production schedule in Buyer's judgment requires Buyer to perform additional work or rework on defective or incorrect parts to make them usable to Buyer, Supplier agrees that Buyer may perform such work at the expense of Supplier, and that the performance of work on such parts by Buyer shall in no way invalidate any warranty provided herein.

Supplier warrants that all Articles will be free from defects in design, material and workmanship, will conform to specifications, drawings and other description and to accepted samples previously delivered to Buyer, will be merchantable and will be for the purpose ordered. Such warranties, and all warranties prescribed by law and granted by manufacturers shall run to Buyer, its successors, assigns and customers, and to users of the Articles, for a period of four (4) years after delivery or such longer period as may be prescribed by law, granted by any manufacturers or additional agreement as the case may be.

If this Order involves Supplier's manufacture of products or parts pursuant to designs furnished by Buyer, Supplier shall manufacture such products or parts exclusively for Buyer and shall not, directly, or indirectly, copy, permit to be copied, divulge or make other use of such designs. Supplier shall not use, reproduce or appropriate for or disclose to anyone other than Buyer any material, tooling, dies, drawings, designs, processes, formulae, and other property or data furnished by Buyer, nor shall Supplier use the same to produce or manufacture more Articles than are required hereunder. Title thereto shall remain with Buyer at all times. Supplier shall bear the risk of loss or damage to such property furnished by Buyer. All such Buyer furnished property, together with spoiled and surplus materials, shall be returned, in good working order, to Buyer at termination or completion of this Order unless Buyer directs otherwise.

Any material supplied by Buyer for use on this Order, on other than a charge basis, shall be deemed as held by Supplier on consignment and Supplier agrees to pay for all such materials spoiled, or not otherwise satisfactorily accounted for, and to keep such material (a) fully insured at Supplier's cost for benefit of Buyer and (b) separate from other materials and identified as the property of Buyer.

With respect to Articles that are private labeled for Buyer, Supplier agrees to make no change in such Article or the label, labeling or packaging relating thereto without first obtaining the express written consent of Buyer, and Supplier shall not otherwise use any trademark or trade name of Buyer without Buyer's prior written consent, in Buyer's sole discretion. Supplier shall not acquire or claim any rights, title, or interest to any trademarks supplied by Buyer, or use any of such trademarks on any Articles produced for itself or anyone other than Buyer. Supplier shall not modify or alter Buyer's trademark in any manner.

Supplier represents, warrants and covenants that the Articles and the sale or use of them, will not infringe any United States or foreign letters patent, copyright or trademark and in the event of any claim of such infringement against Buyer or Buyer's customers, Supplier agrees to repurchase such Articles from Buyer at the Order price and to indemnify and hold harmless Buyer and all said customers from all expenditures of any nature whatsoever incurred by Buyer and/or its customers and accounts thereof, including but not limited to those incurred in investigation of such claims in preparation for, and in defense against the same (including without limitation, attorney's fees and costs), and/or in payment or settlement thereof whether or not civil actions or other legal proceedings to enforce such claims have begun. Supplier agrees to furnish to Buyer in writing the numbers of all patents pertaining to Articles furnished hereunder.

In the event of any proceedings voluntary or involuntary in bankruptcy or insolvency by or against Supplier or in the event of the appointment with or without the Supplier's consent of an assignee for the benefit of creditors or of a receiver, Buyer may cancel any unfilled part of this Order without any liability whatsoever on Buyer's part.

Supplier shall comply with all applicable federal, state and local laws and government, rules, regulations and orders applicable to its business, including without limitation, the manufacture, packaging, labeling, shipment and delivery of the Articles ("Laws"). Without limiting the foregoing, Supplier specifically warrants, represents and guarantees to Buyer: that the Articles are not adulterated or misbranded within the meaning of the Federal Trade Commission Act and the Federal Food, Drug and Cosmetic Act ("Act"), or within the meaning of any applicable state or municipal law and are not Articles which may not under the provisions of Section 404, 505 or 512 of the Act be introduced into Interstate commerce; or which may not under substantially similar provisions of any state or municipal law be introduced into commerce; that the Articles are not hazardous substances, or, if they are hazardous substances, are not misbranded hazardous substances or banned hazardous substances within the meaning of the Comprehensive Environment Response, Compensation and Liability Act (including, without limitation, any dangerous, caustic or corrosive substance within the meaning of the former Federal Caustic Poison Act); that Supplier will comply with all applicable Equal Employment Opportunity requirements including those set forth in Section 202 of Executive Order 11246, which requirements are incorporated herein by reference; that the Articles are not in violation of the Toxic Substances Control Act; that Supplier will comply with all applicable Laws regarding the workplace, health and safety standards, as well as recruitment and remuneration, forced or child labor, human trafficking and social security and welfare and Supplier not rely upon nor promote in the manufacture, production, and packaging of products, any child labor, forced or compulsory labor or human trafficking; and that Supplier will comply with all amendments to and rules, standards and regulations issued under each of such acts.

Supplier hereby agrees to protect, defend, indemnify and hold harmless Buyer, and any affiliates, agents directors, officers or employers of Buyer from and against any and all claims, demands, losses, liabilities, costs, judgments, obligations and causes of action or every kind and character related to or on account of fines, loss, bodily injury, death or damage to property without limit and without regard to the cause or causes thereof or the negligence of any Party or  Parties (unless caused by the sole negligence of Buyer) arising out of, incident to or in connection with the purchase, manufacture, sale and/or use of any Articles, or failure by Buyer to perform in accordance with any term of this Order. Supplier shall at its sole cost and expense investigate, handle, respond to and provide defense for any claim, demand or suit for which it gives indemnity herein, provided that Buyer shall be afforded the right and opportunity to participate in any such investigation or defense and may, at its option, elect to conduct any litigation regarding a claim for which it is indemnified through counsel of its own choosing at the expense of Supplier.

Supplier shall at all times maintain from a qualified insurance carrier sufficient insurance and coverage amounts to adequately protect against the risks associated with its ongoing business, including risks that might possibly arise in connection with the transactions contemplated by this Order, and as reasonably required by Buyer. Supplier shall furnish Buyer with a Certificate of Insurance evidencing such insurance, and providing Buyer written notice at least sixty (60) days in advance of any material change, cancellation or termination thereof. All such policies shall contain an endorsement that they shall be primary in all instances regardless what, if any, like coverages are carried by Buyer.

Buyer may set off against any amount due Supplier hereunder any amount due Supplier from any division, subsidiary or affiliate of Buyer or any counterclaim Buyer may have against Supplier, whether or not related to this Order.

If any Articles are to be made to Buyer's design, all subcontracting by Supplier with respect thereto shall be subject to Buyer's written approval, which consent shall be subject to Buyer's discretion.

Neither this Order nor any part hereof, nor the account receivable, in whole or in part, represented by this Order may be assigned by Supplier without the written consent of the Buyer, which consent shall be at Buyer's sole discretion.

Supplier shall not advertise or publish the fact that Buyer has placed this Order without Buyer's prior written consent except as may be necessary to comply with a proper request for information from an authorized representative of any governmental unit or agency.

All data, materials, or other information prepared or furnished by Buyer to Supplier shall remain the property of Buyer and shall be returned to Buyer upon termination of the services, or sooner upon the request of Buyer. All data, material, or other information prepared or furnished by Supplier in connection with the services provided pursuant to this Order, including without limitation any and all patentable rights, know-how, technical data, designs, concepts, processes, copyrights, or other intellectual property rights derived from the services, shall become the property of Buyer, and shall be delivered to Buyer upon termination of the services, or sooner upon the request of Buyer.

This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Contractor/subcontractor agrees to comply with all the provisions set forth in 29 CFR Part 471, Appendix A to Subpart A (Executive Order 13496).

All warranties shall be construed as conditions as well as warranties. No waiver of a breach or of any provision of this Order shall constitute a waiver of any other breach or provision. No modification or change in or departure from, or waiver of the provisions of this Order shall be valid or binding unless approved by Buyer in writing. This Order shall constitute the entire agreement between Buyer and Supplier with respect to the Articles. No agreement or other understanding in any way modifying the conditions of this Order shall be binding upon Buyer unless made in writing and signed by an authorized representative of Buyer. Buyer shall not be bound by any terms or conditions on Supplier's acknowledgment forms, invoices, or other communications of Supplier, unless acceptance of such terms or conditions is expressly made by Buyer in writing in an instrument pertaining to such acceptance only. In no event shall an acknowledgment or receipt of any Articles by Buyer be deemed to be an acceptance of any such terms or conditions. The foregoing provision cannot be waived except by express written terms. No waiver by either Party of any default on the part of the other Party shall be deemed a waiver of any subsequent default. If any provision of this Order is held invalid or unenforceable, the remainder of this Order shall nevertheless remain in full force and effect. Buyer may terminate this Order immediately upon Supplier's breach of, or failure to perform, any term, condition, representation or warranty hereunder, and hold Supplier accountable therefor. All remedies in this Order are cumulative, and are in addition to any other rights and remedies available herein or at law or equity. The provisions of sections 1, 11, 12, 13, 14, 15, 17, 20 and 26 through 30 shall survive any termination of this Order.

Any notice required or permitted to be given to Buyer under this Order must be in writing to Buyer and sent by fax or U.S. mail to its address shown on the face hereof.

This Order is a contract made in the Commonwealth of Pennsylvania and governed by the laws thereof, notwithstanding its conflict of laws principals.